Exhibit 4.28L


 


AMENDMENT NO. 4


 


AMENDMENT NO. 4 (this “Amendment”), dated as of June 25, 2008, to the Amended
and Restated Loan and Security Agreement, dated as of December 1, 2005 (as
amended, supplemented and in effect from time to time, the “Loan Agreement”; capitalized terms used herein and not
defined herein shall have the meaning set forth in the Loan Agreement) by and
among Credit Suisse, as administrative agent for the LC Facility, Bank of
America, N.A., as administrative agent for the Revolving Facility and
syndication agent for the LC Facility, Banc of America Securities LLC (“BAS”), as sole arranger under the Revolving Facility, Credit
Suisse, as sole bookrunner under the LC Facility, Credit Suisse and BAS, as
joint lead arrangers under the LC Facility, Clean Harbors, Inc., a
Massachusetts corporation (“Parent”), the
Canadian Borrowers, and each of the other Subsidiaries of Parent from time to
time a party thereto (each such Subsidiary, together with Parent and Canadian
Borrowers, a “Credit Party” and, collectively, “Credit Parties”).


 


W  I  T  N  E
S  S  E  T  H:


 


WHEREAS, subsection 11.3 of the Loan
Agreement permits the Loan Agreement to be amended from time to time;


 


WHEREAS, the Loan Agreement is being amended
at the request of the Borrowers;


 


NOW, THEREFORE, in consideration of the
foregoing, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree
as follows:


 


Section 1.               Amendments.


 


(a)           The following
defined terms shall be added to Section 1 of the Loan Agreement:


 


“Amendment No. 4”
shall mean Amendment No. 4 to this Agreement, dated as of June 25,
2008.


 


“Amendment No. 4
Effective Date” shall mean the first Business Day on which all
conditions precedent set forth in Section 2 of Amendment No. 4 are satisfied.


 


(b)           Section 9.20 of the Loan
Agreement is hereby amended by deleting Section 9.20 in its entirety and
replacing it with the following:


 

















 


9.20         Limitation on Capital Expenditures.  Credit Parties shall not permit the aggregate
amount of Capital Expenditures made in each of fiscal years 2008, 2009 and 2010
of Parent to exceed $60.0 million in any such fiscal year; provided,
however, that (x) if the aggregate
amount of Capital Expenditures made in fiscal years 2008, 2009 or 2010 shall be
less than the maximum amount of Capital Expenditures permitted under this Section 9.20
for such fiscal year (before giving effect to any carryover), then an amount of
such shortfall not exceeding 50% of such maximum amount (without giving effect
to clause (y) below) may be added to the amount of Capital Expenditures
permitted under this Section 9.20 for the imme-diately succeeding (but not
any other) fiscal year, and (y) in determining whether any amount is
available for carryover, the amount expended in any fiscal year shall first be
deemed to be from the amount allocated to such fiscal year (before giving
effect to any carryover).


 


Section 2.               Conditions to Effectiveness.  This Amendment shall become effective as of
the date (the “Amendment No. 4 Effective
Date”) when, and only when (x) the Administrative
Agents shall have received counterparts of this Amendment executed by each
Credit Party, the Administrative Agents, a number of Lenders sufficient to
constitute the Majority LC Facility Lenders and each Revolving Lender and (y) Borrowers
shall pay on the Amendment No. 4 Effective Date a cash fee in an amount
equal to (i) in the case of each LC Facility Lender that delivers a fully
and properly executed signature page to this Amendment at or before the
Amendment No. 4 Effective Date, 0.25% of the aggregate amount of the
Credit-Linked Deposits held by such LC Facility Lender immediately prior to the
Amendment No. 4 Effective Date and (ii) in the case of each Term Loan
Lender that delivers a fully and properly executed signature page to this
Amendment at or before the Amendment No. 4 Effective Date, 0.25% of the
aggregate of the Term Loans held by such Term Loan Lender immediately prior to
the Amendment No. 4 Effective Date. 
The effectiveness of this Amendment (other than Sections Five, Six and
Seven hereof) is conditioned upon the accuracy of the representations and
warranties set forth in Section Three hereof.


 


Section 3.               Representations and Warranties.  In order to induce the Lenders and the
Administrative Agents to enter into this Amendment, Borrowers represent and warrant
to each of the Lenders and the Administrative Agents that before and after
giving effect to this Amendment, (a) no Default or Event of Default
exists, has occurred and is continuing or will have occurred and be continuing
and (b) all of the representations and warranties in the Loan Agreement
are true and complete in all material respects on and as of the date hereof as
if made on the date hereof (or, if any such representation or warranty is
expressly stated to have been made as of a specific date, as of such specific
date).


 


Section 4.               Reference to and Effect on the
Loan Agreement.  On and after the
Amendment No. 4 Effective Date, each reference in the Loan Agreement, to “this
Agreement,” “hereunder,” “hereof” or words of like import referring to the Loan
Agreement, respectively, and in each of the Financing Agreements to “the Loan
Agreement,” “thereunder,” “thereof” or words of like import referring to the
Loan Agreement shall mean and be a reference to the Loan 


 

















 


Agreement as amended by this Amendment.  The Loan Agreement and each other Financing
Agreement, as specifically amended by this Amendment, are and shall continue to
be in full force and effect and are hereby in all respects ratified and confirmed.  The execution, delivery and effectiveness of
this Amendment shall not, except as expressly provided herein, operate as a
waiver of any right, power or remedy of any Lender or any Agent under any of
the Financing Agreements, nor constitute a waiver of any provision of any of
the Financing Agreements.


 


Section 5.               Costs, Expenses and Taxes.  Borrowers agree to pay all reasonable costs
and expenses of the Administrative Agents in connection with the preparation,
execution and delivery of this Amendment and the other instruments and
documents to be delivered hereunder, if any, in accordance with the terms of
the Loan Agreement.


 


Section 6.               Execution in Counterparts.  This Amendment may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute but one and the same agreement.  Delivery of an executed counterpart of a signature
page to this Amendment by telecopier shall be effective as delivery of a
manually executed counterpart of this Amendment.


 


Section 7.               Governing Law.  THIS AMENDMENT SHALL BE GOVERNED
BY THE INTERNAL LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO
PRINCIPLES OF CONFLICTS OF LAW).


 


[Signature Pages Follow]


 

















 


	
   

  	
  CREDIT
  PARTIES

  
	
   

  	
   

  
	
   

  	
  CLEAN HARBORS, INC.

  
	
   

  	
  ALTAIR DISPOSAL SERVICES, LLC

  
	
   

  	
  BATON ROUGE DISPOSAL, LLC

  
	
   

  	
  BRIDGEPORT DISPOSAL, LLC

  
	
   

  	
  CH INTERNATIONAL HOLDINGS, INC.

  
	
   

  	
  CLEAN HARBORS ANDOVER, LLC

  
	
   

  	
  CLEAN HARBORS ANTIOCH, LLC

  
	
   

  	
  CLEAN HARBORS ARAGONITE, LLC

  
	
   

  	
  CLEAN HARBORS ARIZONA, LLC

  
	
   

  	
  CLEAN HARBORS OF BALTIMORE, INC.

  
	
   

  	
  CLEAN HARBORS BATON ROUGE, LLC

  
	
   

  	
  CLEAN HARBORS BDT, LLC

  
	
   

  	
  CLEAN HARBORS BUTTONWILLOW, LLC

  
	
   

  	
  CLEAN HARBORS CHATTANOOGA, LLC

  
	
   

  	
  CLEAN HARBORS COFFEYVILLE, LLC

  
	
   

  	
  CLEAN HARBORS COLFAX, LLC

  
	
   

  	
  CLEAN HARBORS DEER PARK, L.P.

  
	
   

  	
  CLEAN HARBORS DEER TRAIL, LLC

  
	
   

  	
  CLEAN HARBORS DEVELOPMENT, LLC

  
	
   

  	
  CLEAN HARBORS DISPOSAL SERVICES, INC.

  
	
   

  	
  CLEAN HARBORS EL DORADO, LLC

  
	
   

  	
  CLEAN HARBORS FINANCIAL SERVICES COMPANY

  
	
   

  	
  CLEAN HARBORS FLORIDA, LLC

  
	
   

  	
  CLEAN HARBORS GRASSY MOUNTAIN, LLC

  
	
   

  	
  CLEAN HARBORS KANSAS, LLC

  
	
   

  	
  CLEAN HARBORS LAPORTE, L.P.

  



 


 


	
   

  	
  By:

  	
   /s/
  James M. Rutledge

  
	
   

  	
  Title: 

  	
  Executive Vice President and

  
	
   

  	
   

  	
  Chief Financial Officer

  
				



 

















 


	
   

  	
  CLEAN HARBORS LAUREL, LLC

  
	
   

  	
  CLEAN HARBORS LONE MOUNTAIN, LLC

  
	
   

  	
  CLEAN HARBORS LONE STAR CORP.

  
	
   

  	
  CLEAN HARBORS LOS ANGELES, LLC

  
	
   

  	
  CLEAN HARBORS (MEXICO), INC.

  
	
   

  	
  CLEAN HARBORS OF TEXAS, LLC

  
	
   

  	
  CLEAN HARBORS PECATONICA, LLC

  
	
   

  	
  CLEAN HARBORS PLAQUEMINE, LLC

  
	
   

  	
  CLEAN HARBORS PPM, LLC

  
	
   

  	
  CLEAN HARBORS REIDSVILLE, LLC

  
	
   

  	
  CLEAN HARBORS SAN JOSE, LLC

  
	
   

  	
  CLEAN
  HARBORS RECYCLING SERVICES OF CHICAGO, LLC

  
	
   

  	
  CLEAN
  HARBORS RECYCLING SERVICES OF OHIO, LLC

  
	
   

  	
  CLEAN HARBORS TENNESSEE, LLC

  
	
   

  	
  CLEAN HARBORS WESTMORLAND, LLC

  
	
   

  	
  CLEAN HARBORS WHITE CASTLE, LLC

  
	
   

  	
  CLEAN HARBORS WILMINGTON, LLC

  
	
   

  	
  CROWLEY DISPOSAL, LLC

  
	
   

  	
  DISPOSAL PROPERTIES, LLC

  
	
   

  	
  GSX DISPOSAL, LLC

  
	
   

  	
  HARBOR MANAGEMENT CONSULTANTS, INC.

  
	
   

  	
  HARBOR INDUSTRIAL SERVICES TEXAS, L.P.

  
	
   

  	
  HILLIARD DISPOSAL, LLC

  
	
   

  	
  NORTHEAST CASUALTY REAL PROPERTY, LLC

  
	
   

  	
  ROEBUCK DISPOSAL, LLC

  
	
   

  	
  SAWYER DISPOSAL SERVICES, LLC

  
	
   

  	
  SERVICE CHEMICAL, LLC

  
	
   

  	
  TULSA DISPOSAL, LLC

  



 


 


	
   

  	
  By:

  	
  /s/ James M. Rutledge

  
	
   

  	
  Title: 

  	
  Executive Vice President and

  
	
   

  	
   

  	
  Chief Financial Officer

  
				



 

















 


	
   

  	
  CLEAN HARBORS ENVIRONMENTAL SERVICES, INC

  
	
   

  	
  CLEAN HARBORS OF BRAINTREE, INC.

  
	
   

  	
  CLEAN HARBORS OF NATICK, INC.

  
	
   

  	
  CLEAN HARBORS SERVICES, INC.

  
	
   

  	
  MURPHY’S WASTE OIL SERVICE, INC.

  
	
   

  	
  CLEAN
  HARBORS KINGSTON FACILITY CORPORATION

  
	
   

  	
  CLEAN HARBORS OF CONNECTICUT, INC.

  
	
   

  	
  SPRING GROVE RESOURCE RECOVERY, INC.

  
	
   

  	
  CH CANADA HOLDINGS CORP.

  
	
   

  	
  CH CANADA GP, INC.

  
	
   

  	
  CLEAN HARBORS CANADA LP

  
	
   

  	
  CLEAN HARBORS CANADA, INC.

  
	
   

  	
  CLEAN HARBORS QUEBEC, INC.

  
	
   

  	
  CLEAN HARBORS MERCIER, INC.

  
	
   

  	
  510127 N.B. INC.

  



 


 


	
   

  	
  By:

  	
  /s/ James M. Rutledge

  
	
   

  	
  Title: 

  	
  Executive Vice President and

  
	
   

  	
   

  	
  Chief Financial Officer

  
				



 

















 


REVOLVING
ADMINISTRATIVE AGENT,


ACCOUNTS
COLLATERAL AGENT AND


US REVOLVING
LENDER


 


BANK OF
AMERICA, N.A.,


Individually
and as Agent


 


	
  By:

  	
  /s/ Christopher M. O’Halloran

  	
   

  
	
  Title: 

  	
  Vice
  President

  	
   

  



 

















 


CANADIAN
COLLATERAL AGENT

AND CANADIAN LENDER


 


BANK OF
AMERICA, N.A., CANADA BRANCH


Individually
and as Agent


 


	
  By:

  	
  /s/ Medina Sales de Andrade

  	
   

  
	
  Title: 

  	
  Vice
  President

  	
   

  



 

















 


LC FACILITY
ADMINISTRATIVE AGENT


AND LC FACILITY COLLATERAL AGENT


 


CREDIT
SUISSE, CAYMAN ISLANDS BRANCH


 


	
  By:

  	
  /s/ Doreen Barr

  	
   

  
	
  Title: 

  	
  Vice
  President

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Morenikeji Ajayi

  	
   

  
	
  Title: 

  	
  Associate